https://padlet.com/fernanda902043/1dorhc7but8o By Fernanda De La Torre en-us 2018-12-10 10:00:56 UTC 2018-12-10 10:05:04 UTC hello@padlet.com fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312832950 In 2006, Staples Inc entered into two manufacturing and purchase agreements with Hwa Fuh Plastics Co., Ltd. (HFP). The President of Hwa Fuh Plastics Co. had a patent on a specific style of file folders. An agreement was made that set out the terms and conditions for manufacturing and selling of the product from HFP to Staples, this agreement also included choice of law clause and Massachusetts law would govern it. However, the relationship between the HFP and Staples deteriorated the following year. According to Staples, HFP demanded an increase in the sales price for the file folders leading to the delay and withheld of shipments of the files on HFP’s end. This resulted in staples purchasing a similar product from an alternative supplier. Filer filed a complaint against tapes for breach of contract in California, however, Staples moved for a transfer of venue to the District of Massachusetts court and filed counterclaims against Filer and HFP.

]]> 2018-12-10 10:01:40 UTC https://padlet.com/fernanda902043/1dorhc7but8o/wish/312832950 fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833129 The first agreements’ assignment clause states that “Staples may assign in whole or in part its rights and obligations hereunder to any other entity. Without the prior written consent of Staples, Manufacturer [HFP] shall not transfer or assign this agreement or any rights or obligations thereunder.” While the second agreement reads the same but instead of Manufacturer [HFP], it states Company’s [HFP’s] shall not transfer or assign the Agreement or any right or obligations thereunder.

]]> 2018-12-10 10:02:16 UTC https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833129 fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833362 Staples argues that because of the Agreements bar any assignment from HFP to Filer, Filer has no legal rights under any of the Agreements and cannot pursue a breach of contract claim against them. However, Filer argues that the non-assignment clauses are rendered unenforceable by the Uniform Commercial Code.

]]> 2018-12-10 10:02:59 UTC https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833362 fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833571 Article 9 of the UCC applies to secured transactions, while HFP’s assignments of rights to Filer involve a transfer of “certain account receivable” from HFP to Filer. Article 9 of the UCC does not govern Assignments of an account that are exclusively for the purpose of collection.

]]> 2018-12-10 10:03:34 UTC https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833571 fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833699 Due to HFP’s assignment to Filet being  for the purpose of collection, in satisfaction of a pre-existing indebtedness, it is not subject to Article 9 of the UCC. Therefore, the non-assignment clauses in the AGreements are valid and enforceable leaving Filer with no legal rights under either agreements to claim a breach of contract claim.

]]> 2018-12-10 10:03:58 UTC https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833699 fernanda902043 https://padlet.com/fernanda902043/1dorhc7but8o/wish/312833810 So ordered

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